Hippo Analytics Inc.
On behalf of Hippo Analytics Inc. (the Company), I am pleased to offer you employment in the position of Head of Products, reporting to CEO. This letter sets out the terms of your employment with the Company, which will start on January 10th, 2016.
You will be paid a starting base salary of US$150,000 per year, paid monthly, less applicable tax and other withholdings. This position is an exempt position, which means you are paid for the job and not by the hour. Accordingly, you will not receive overtime pay if you work more than 8 hours in a workday or 40 hours in a workweek.
You will also be eligible to participate in various Company fringe benefit plans, including group health insurance, which its set up, and vacation programs, in accordance with the Companys benefit plan requirements. You will also be eligible to participate in any incentive compensation plan that may be established by the Company during your employment. The Company reserves the right to change or otherwise modify, in its sole discretion, the benefits offered to employees to conform to the Companys general policies as they may be changed from time to time.
Subject to the approval of the board of directors of the Company, and compliance with all applicable laws, you shall be eligible to receive a total of 20 options to purchase Common Stock of the Company, par Common Stock $ 0.01 each (the Options). Such Options shall be subject to a vesting schedule as follows: 25% of the Options shall vest upon the first anniversary, as of the Commencement Date, and the rest of the Options shell vest on a monthly basis, until the fourth anniversary, on which date, subject to the vesting conditions, all remaining unvested Options shall vest. The Options shall be subject to the terms of the Companys Option Plan, an option agreement to be executed by and between you and the Company. Vesting of the Options shall be subject to a 100% acceleration of unvested Options if both (i) control of the Company is transferred in a transaction for cash or liquid securities, and (ii) your employment is constructively terminated or terminated without cause within 12 months thereafter. You acknowledge that you will be required to execute additional documents in compliance with the applicable tax laws, any other applicable law and the Companys internal policies.
Your employment with the Company is at will. This means it is for no specified term and may be terminated by you or the Company at any time, with or without cause or advance notice. In addition, the Company reserves the right to modify your compensation, position, duties or reporting relationship to meet business needs and to decide on appropriate discipline.
As a condition of your employment, you will be required to sign the Companys standard form of employee nondisclosure and assignment agreement (a copy of which is enclosed), and to provide the Company with documents establishing your identity and right to work in the United States. Those documents must be provided to the Company within three business days of your employment start date.
In the event of any dispute or claim relating to or arising out of your employment relationship with the Company, this agreement, or the termination of your employment with the Company for any reason (including, but not limited to, any claims of breach of contract, defamation, wrongful termination or age, sex, sexual orientation, race, color, national origin, ancestry, marital status, religious creed, physical or mental disability or medical condition or other discrimination, retaliation or harassment), you and the Company agree that all such disputes shall be fully resolved by confidential, binding arbitration conducted by a single arbitrator, agreed by the parties. You and the Company hereby waive your respective rights to have any such disputes or claims tried before a judge or jury.
Please note that because of employer regulations adopted in the Immigration Reform and Control Act of 1986, within three (3) business days of starting your new position you will need to present documentation demonstrating that you have authorization to work in the United States. If you have questions about this requirement, which applies to U.S. citizens and non-U.S. citizens alike, you may contact our personnel office. Please bring the appropriate documents when you report for work. We will not be able to employ you if you fail to comply with this requirement.
This agreement and the non-disclosure and the option agreement referred to above constitute the entire agreement between you and the Company regarding the terms and conditions of your employment, and they supersede all prior or contemporaneous negotiations, representations or agreements between you and the Company. The provisions of this agreement regarding at will employment and arbitration may only be modified by a document signed by you and an authorized representative of the Company.
This offer will remain open until December 15th, 2016. If you decide to accept our offer, and I hope you will, please sign the enclosed copy of this letter in the space indicated and return it to me. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me.
|HIPPO ANALYTICS INC.|
I agree to and accept employment with Hippo Analytics Inc. on the terms and conditions set forth in this agreement. I understand and agree that my employment with the Company is at-will.
EMPLOYEE NONDISCLOSURE, ASSIGNMENT AND NON-SOLICITATION AGREEMENT
I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I understand and will fully and faithfully comply with such provisions.
|HIPPO ANALYTICS INC.|
|Dated: 12/09/2015||Dated: 12/09/2015|
Check one of the following:
NO SUCH PRIOR INNOVATIONS EXIST.
YES, SUCH PRIOR INNOVATIONS EXIST AS DESCRIBED BELOW (include basic description of each Prior Innovation):
LIMITED EXCLUSION NOTIFICATION TO EMPLOYEES IN CALIFORNIA
THIS IS TO NOTIFY you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and Company does not require you to assign or offer to assign to Company any invention that you developed entirely on your own time without using Companys equipment, supplies, facilities or trade secret information except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to Companys business, or actual or demonstrably anticipated research or development of Company; or
(2) Result from any work performed by you for Company.
To the extent a provision in the foregoing Agreement purports to require you to assign an invention otherwise excluded from the preceding Section, the provision is against the public policy of California and is unenforceable.
This limited exclusion does not apply to any patent or invention covered by a contract between Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States.
I ACKNOWLEDGE RECEIPT of a copy of this notification.
HIPPO ANALYTICS INC.
|Date 12/09/2015||Date: 12/09/2015|